Terms and Conditions
Last updated August, 2013
We may make changes to these Terms from time to time. When we do, we will revise the “last updated” date given above. While we may, from time to time, alert you to changes in the Terms, it is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published to our Services will constitute your acceptance of such revised Terms.
You agree that these Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which you hereby acknowledge, including, without limitation, your access to and use of the Site and data, materials and information available at or through the Site.
License to Use our Services
Subject to these Terms, we grant to you a limited, personal, non-exclusive, non-transferable license to use our Services for commercial purposes, your personal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms.
We (and where applicable, parties from whom we have obtained licenses) retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.
Access to our Services
We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers).
We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services.
You must comply with all applicable laws when using our Services. Except as may be expressly permitted by applicable law, or as CarWoo may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Services (collectively, “Service Content”) or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Services to another person; (iv) use any Services or Service Content for any purpose except for your own personal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (vi) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content.Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services.
Linking to our Services
If you link to our Services, you are permitted to link only to the home page at www.carwoo.com. Linking to any pages other than the home page of our Site, linking to any internal parts of our Services, framing of our Services within or as part of any third-party services, or any other manner of incorporating parts of our Services as part of another Web site or service, is not permitted without our prior written consent.
Restricted Areas of the Services
Certain parts of our Services, including account management features, may be password-restricted to registered users or other authorized persons (“Password-Protected Areas”). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you.
CarWoo is an information service that brings together buyers and dealers. CarWoo is not an automobile dealer or broker and does not sell, exchange, buy, or offer for sale, negotiate or attempt to negotiate, a sale or exchange of an interest in any vehicle. While CarWoo assist buyers in obtaining information concerning automobile prices and provides information about the automobile purchasing process, CarWoo does not induce or attempts to induce any person to buy or exchange an interest in a vehicle. Information about a particular vehicle is supplied by the dealer, not by CarWoo. The decision to buy or sell, and the price and other terms of any sale negotiated directly between the buyer and the dealer. The prices listed by dealers on CarWoo often may exclude sales tax, finance charges, title, license, regulatory, dealer documentary, emission testing and compliance fees, any or all of which may be added to the listed price to arrive at the final sale price of a particular vehicle. Though we hope that all who come to CarWoo will act honorably and treat each other fairly, we can't verify the information dealers supply or guarantee the vehicles they offer.
Images: The Site may contain images of vehicles. These images do not represent the actual vehicle being sought after by a user or as to which a dealer is providing price information. These images are samples only and may not reflect your exact vehicle specifications. CarWoo is not responsible for incorrect information given in the form of photos, including but not limited to that which is provided by vendors and other third parties.
Typographical Errors: While we try to make sure that all prices posted on the Site and communicated accurately, we cannot be responsible for the typographical and other errors that may appear on the Site. If there is incorrect information given about vehicle price, product, or service due to typographical error, CarWoo is not responsible for such errors or their correction; but will attempt to correct such errors promptly. We reserve the right to refuse or cancel any orders for products or services listed at an incorrect price.
Access to the Site; Site Outages and Browser Incompatibilities
The Site may become inaccessible or it may not function properly with your web browser and operating system. CarWoo cannot be held liable for any perceived or actual damages arising from Content, Materials, operation, or use of this Site.
Links and Third Party Content
Our Services may display, or contain links to, third party products, services, and Web sites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Services, or which is accessible through or may be located using our Services (collectively, “Third Party Content”) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.
We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using our Services, you may be exposed to content that is offensive, indecent, or objectionable. We are not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.
Chrome Data Copyright
Certain specifications, prices and equipment data have been provided under license from Chrome Data Solutions (“Chrome Data").© 2012 Chrome Data Solutions, LP. All Rights Reserved. This information is supplied for personal use only and may not be used for any commercial purpose whatsoever without the express written consent of Chrome Data. Chrome Data makes no guarantee or warranty, either express or implied, including without limitation any warranty of merchantability or fitness for particular purpose, with respect to the data presented here. All specifications, prices and equipment are subject to change without notice.
User Postings to our Services
We may, from time to time, allow you to post information and content to our Services. You agree that we are free to use any comments, information, ideas, concepts, methods, techniques, content, and any other material in any post or submission that you may make to our Services (each, a “Submission”), without further compensation, acknowledgement, or payment, for any purpose whatsoever including, without limitation, modifying or improving the Services. Furthermore, by making any Submission on the Services, you grant us a perpetual, nonexclusive, fully paid, royalty-free, irrevocable, sub licensable, worldwide license and right to display, use, perform, reproduce, modify, distribute and create derivative works of the Submission in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
BY POSTING OR PROVIDING ANY SUBMISSION, YOU REPRESENT AND WARRANT THAT PUBLIC POSTING AND USE OF YOUR SUBMISSION BY US WILL NOT INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY THIRD PARTY.
You will not use our Services to: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) “stalk” or otherwise harass another; or (xi) collect or store personal data about other users.
“CarWoo,”, “CarWoo!,” “carwoo,” “carwoo!” the CarWoo logo, and any other product or service name or slogan displayed on our Services are trademarks of CarWoo Inc. and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of CarWoo, Inc. or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “CarWoo” or any other name, trademark or product or service name of CarWoo without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of carwoo.com and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.
We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
Disclaimer of Warranties
YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
Limitation of Liability
WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Services and Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Services or Service Content.
CarWoo is not an automobile broker and does not negotiate or attempt to negotiate, a sale or exchange of an interest in any vehicle. CarWoo does not induce or attempt to induce any person to buy or exchange an interest in a vehicle. In addition, Carwoo does not screen buyers and cannot assure a dealer that a buyer intends to purchase a car, that the buyer has the financial capability to consummate the purchase of a car, or that the buyer has fully or fairly represented any or all of their financial or trade-in information. When using this Site to connect with and submit an offer to a potential buyer, dealers are expected to use the same procedures and implement the same protections it would use in selling a car through any other medium.
When a dealer provides a quotation for an automobile in response to a request from CarWoo, the dealer must be prepared to sell that vehicle at the price at which, and the terms on which, the dealer has offered it. The dealer must have possession of the actual vehicle listed and the ability to transfer title. To provide a quotation for a vehicle on CarWoo, dealers are required to provide certain identifying and contact information. The information must accurately identify the dealer and the method of contact must permit buyers to communicate directly with the dealer once the buyer has accepted the offer.
Responsibility for the information contained in each offer lies with each dealer. The dealer alone is responsible for material it provides and posts and for the content of all messages it transmits through CarWoo. CarWoo is aware that inaccurate statements and misleading representations regarding a vehicle will undermine a user's confidence in a dealer and erode user confidence in CarWoo; consequently, CarWoo requires that the information dealers supply is accurate and that, in all respects, that dealers treat CarWoo users fairly and honorably.
CarWoo reserves the right to perform random quality assurance tests to confirm that those who offer vehicles for sale over CarWoo are prepared to sell the vehicles they advertise at the prices at which, and the terms on which, they advertise them. By using our service, each dealer agrees to cooperate in these random quality assurance tests. If our tests reveal, or CarWoo otherwise learns, that a dealer is engaging in false or inaccurate advertising, "bait and switch" or other unfair or deceptive practices, CarWoo reserves the right to deny that dealer use of the service.
Enforcement of these Terms will be governed by the laws of the State of California, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Services or Service Content will lie in the state and federal courts located in San Mateo County, within the State of California, and you irrevocably agree to submit to the jurisdiction of such courts. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
We may discontinue the Site at any time and for any reason, without notice. We may change the contents, operation, or features of the Site at any time for any reason, without notice.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Site. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Our failure to enforce any provision of these Terms or respond to a breach by you or others shall not constitute a waiver of our right to enforce any other provision of these Terms as to that breach or any other.
These Terms constitute the entire agreement between you and us regarding the Site and supersedes any prior or contemporaneous agreement regarding that subject matter.
If you have any questions or concerns about our Services or these Terms, you may contact us at: CarWoo, Inc. 1550 Bryant St., Suite 400, San Francisco, CA, 94103 or by email at firstname.lastname@example.org
CarWoo! Terms and Conditions of Use For Dealers
Last Modified On August 2, 2013
- Obligations of Dealer
By accessing this web site, you are agreeing to be bound by these Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any and all applicable laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
CarWoo, Inc. ("CarWoo", "we, "us", or "our") provides the Dealer identified in the CarWoo Dealer Agreement, along with other Participating Dealers and sales people ("Dealer", “you”, or “your”) access to some or all of the CarWoo! MarketPlace, CarWoo! Connect and other services (collectively, "Service"), subject to your acceptance of and compliance with these CarWoo! Dealer Terms Of Service ("Terms Of Service"), and with the terms of service, if any, of any service specific agreement (collectively, "Agreement").
(i) "Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by or is under common control with that entity;
(ii) "Customer" means a user of a CarWoo-powered website, including a member of Customer's household or immediate family;
(iii) "Participating Dealer" means any dealership that, with respect to the Dealer, participates in a Service hereunder, and;
(iv) "CarWoo Entities" means CarWoo, its Affiliates, and its and their officers, directors, consultants, contractors, agents, attorneys, employees, partners, and third-party service providers.
- A. Service Obligations. Dealer agrees to adhere to the obligations of each Service that Dealer participates in, as follows
- Vehicle Pricing; Incentives; Options
- Dealer Training; Customer Interaction
- Other Dealer Requirements
i. Utilize the Dealer Portal or such other means specified by CarWoo to communicate Dealer's current pricing offers, including all options, on the model and trim of the vehicle offered by Dealer through the CarWoo Data Service ("Dealer Price"). Dealer must sell advertised vehicle at Dealer Price regardless of whether the customer is aware of the advertised price. Dealer must advertise Dealer Price for only in-stock vehicles or vehicles otherwise available from a manufacturer/franchisor. If the advertised vehicle is not in the Dealer’s possession, Dealer must provide a reasonable delivery estimate.
ii. The Dealer Price applies to in stock units, factory orders, inbound vehicles and dealer-locate vehicles. Dealer may charge reasonable transport or dealer-locate fees provided that such fees are disclosed in writing to Customer prior to the dealer-locate. If a factory order requires a Customer deposit, Dealer must provide disclosure of fees and any deposit terms and conditions to Customer in writing before the factory order is placed.
iii. Additional products (e.g., dealer packages, GAP coverage, extended warranty, VIN etching, bed liners, or other products commonly referred to as "accessories" or "aftermarket products") included in the offer must be included in the offer with a detailed price breakdown. In addition, Dealer shall not require Customer to trade-in a vehicle, or purchase any such accessory or product as part of the vehicle sale or lease.
iv. Pass all incentives to Customers, including manufacturer-to-Dealer and manufacturer-to-Customer incentives.
v. Notify us (either directly or through access to your DMS) of a sale or lease to a Customer that contacted you through the Service.
vi. Nothing in the foregoing affects the minimum or maximum price Dealer may charge Customers.
vii. Dealer must comply with all state and federal laws regulating vehicle advertising and sales.
i. Conduct business with the Customer in a professional manner.
ii. Complete all CarWoo dealer training as requested by CarWoo, keep at least two (2) people on staff who have been formally trained by CarWoo, and notify CarWoo within two (2) business days of the CarWoo trained personnel change.
iii. Ensure that a CarWoo trained Dealer representative responds to each Customer inquiry within 4 business hours through the Dealer Portal, references the applicable CarWoo-powered automotive information website and extends a Dealer Offer or response to Customer.
iv. Confirm the Dealer Price and vehicle availability prior to Customer's arrival at the dealership.
v. Upon Customer's arrival at the dealership, promptly assist the Customer with final vehicle selection and allow test drive(s).
vi. Promptly honor all Customer requests to be removed from any future communication by or on behalf of Dealer.
vii. Contact CarWoo to resolve all Service issues or complaints promptly.
i. Not use any CarWoo or CarWoo-powered automotive information service trademark, service mark, name, or logo, except as approved in writing by the applicable CarWoo-powered automotive information service.
ii. Not charge or pass along a fee to a Customer due by Dealer in connection with the Agreement.
You will pay us the fees set forth in the Service Agreement for each Service that you participate in ("Service Fee"). Subject to your right to terminate pursuant to Section 7, below, we may change the Service Fee upon 30 days prior notice. If we agree to your request to send an invoice to a third party on your behalf, and if such party does not pay the invoice timely, you will immediately pay all such amounts. Any dispute related to an invoice must be submitted in writing to CarWoo within 30 days of the date of such invoice, otherwise such dispute is waived and the invoice will be final and not subject to challenge.
Subject to the confidentiality and use restrictions herein, Dealer shall provide CarWoo with electronic access (or other mutually agreed method) to Dealer's Dealer Management System ("DMS") data. Upon CarWoo's request, Dealer shall connect or reconnect CarWoo's access to Dealer's DMS within three (3) business days of such request. Dealer represents, warrants, and covenants that it has all the necessary rights to provide such information for use as specified in the Agreement. Failure to provide such access may result in, at CarWoo’s sole discretion, your inability to use or access, in part or in full, CarWoo Services.
Each party represents, warrants, and covenants that it has implemented adequate administrative, procedural, technical, and physical safeguards designed to (i) provide for the security and confidentiality of non-public personal information provided, collected, and/or received in connection with the Agreement ("Non-Public Personal Information"), (ii) protect against any anticipated threats or hazards to the security or integrity of Non-Public Personal Information, and (iii) protect against unauthorized access to or use of Non-Public Personal Information which could result in substantial harm to a Customer. As your service provider, we will only access and use Non-Public Personal Information received from your DMS in connection with providing the Services. Furthermore, we do not use your DMS data to (a) populate the CarWoo price reports, or (b) send marketing-related communications to any Customers, except those Customers who have used one of our Services and have granted us the right to further communicate with them. Notwithstanding anything to the contrary in the Agreement, (x) we may aggregate and anonymize sales related information ("Sanitized Data") and share the Sanitized Data with the CarWoo Entities who may use it to, among other things, perform market research, and validate the sources from which we purchase/license the data for the CarWoo price reports, (y) we may share inventory and pricing information with the CarWoo Entities, and (z) you will only use the Non-Public Personal Information provided to you through the Service solely to carry out your obligations under the Agreement.
- A. Limited Licenses.
- B. Confidentiality.
- C. Representations.
- D. Indemnification.
- E. Warranty Disclaimer.
- F. Limitation of Liability.
Dealer grants the CarWoo Entities a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free, worldwide license to use its logos, trademarks and service marks (collectively, "Marks") solely in connection with the Agreement, provided that we will not modify the Marks (resizing acceptable) without Dealer's prior written consent. CarWoo grants Dealer a limited, revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free, worldwide right to access and use our proprietary, dynamic web-based portal located at http://www.CarWoo.com under "Dealer Login" ("Dealer Portal") solely for fulfilling Dealer's obligations pursuant to the Agreement, provided that Dealer will not (i) modify or manipulate the Dealer Portal, (ii) publicly display, copy, decompile or disassemble the Dealer Portal, or (iii) grant or permit any third party to use or access the Dealer Portal. Dealer is prohibited from selling, re-licensing, loaning or otherwise sharing our Services, programs, the program systems, or the data resulting from the use of our Services, or divulging any related confidential and proprietary information.
"Confidential Information" means information disclosed by you to us or us to you, either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as "Confidential," "Proprietary," or some similar designation. Information communicated orally and/or other intangible information will be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Notwithstanding the foregoing, the Dealer Portal is deemed CarWoo Confidential. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information will not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files, records, and/or other competent evidence immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession. The receiving party will not at any time (i) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the disclosing party, except to employees, contractors, agents, or Affiliates, in each case who have a legitimate need to know such Confidential Information and are bound to confidentiality and non-use obligations no less restrictive than those contained in the Agreement, or (ii) use, reproduce, or copy any Confidential Information of the disclosing party, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving party by the disclosing party, or in connection with or as set forth in the Agreement. All Confidential Information will remain the disclosing party's property and all documents, electronic media, and other tangible items containing or relating to any Confidential Information of the disclosing party will be delivered to the disclosing party promptly upon the disclosing party's written request. Notwithstanding the foregoing, neither party will be required to remove copies of the other party's Confidential Information from any backup media or servers. The receiving party may disclose Confidential Information of the disclosing party in connection with subpoenas, court orders, other legal processes, or as otherwise required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Notwithstanding anything to the contrary in the Agreement, without consent, either you or we may disclose (x) the Agreement (or the existence of the Agreement) to bona fide potential investors or prospective purchasers of a portion of its assets or beneficial ownership interests provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those contained in the Agreement, and/or (y) as required by law, including any governmental or regulatory filings.
You will indemnify, defend and hold harmless the CarWoo Entities from all claims, whether actual or alleged (collectively, "Claims"), that arise out of or in connection with a breach of the Agreement, your use of the Services and Service Content, your violation of any rights of a third party through the use of Services or Service Content, your advertising, sale, lease, and/or financing of any vehicle to a Customer, or your violation of any law, rule, regulation or order. You are solely responsible for defending any Claim against a CarWoo Entity, subject to such CarWoo Entity's right to participate with counsel of its own choosing, at its own expense, and for payment of all claims, demands, fines, penalties, expenses, judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, resulting from all Claims against a CarWoo Entity, provided that you will not agree to any settlement that imposes any obligation or liability on a CarWoo Entity without its prior express written consent.
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, (i) EACH SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS, IMPLIED, ORAL OR STATUTORY, INCLUDING WHETHER YOUR DEALER INFORMATION WILL BE DISPLAYED TO POTENTIAL CUSTOMERS, AND YOUR USE THEREOF IS AT YOUR OWN RISK, AND (ii) WE AND YOU DISCLAIM ON BEHALF OF EACH OF OURSELVES ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
WE DO NOT GUARANTEE THE ACCURACY, PERFORMANCE, AVAILABILITY, SERVICE LEVEL, OPERATION, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. YOU ARE RESPONSIBLE FOR THE PROPER BACKUP AND PROTECTION OF ALL YOUR SOFTWARE AND DATA AS WELL AS IMPLEMENTATION AND MAINTENANCE OF FIREWALL AND SECURITY MEASURES. WE DO NOT PROVIDE YOU WITH EQUIPMENT TO ACCESS OUR SERVICES AND YOU ARE RESPONSIBLE FOR ALL FEES CHARGED BY THIRD PARTIES RELATED TO YOUR ACCESS AND USE OF OUR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLIAMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
EXCEPT FOR LIABILITY ARISING OUT OF BREACH OF SECTION 5, ABOVE, AND/OR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, ABOVE, (i) ANY LIABILITY OF YOU AND/OR THE CARWOO ENTITIES IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY YOU PURSUANT TO THE AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, AND (ii) NEITHER YOU NOR WE ARE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT.
The initial term of the Agreement commences when you sign the Agreement, and continues until terminated as set forth herein. At any time, for any or no reason, you or we may terminate the Agreement and/or your participation in any Service, and we may suspend or limit your participation in any Service or part thereof. Sections 4 (for 90 days after termination), 3 (excluding 3(b)), 5 through 11, the defined terms of the Agreement, and those provisions specified in any Agreement Terms will survive termination of the Agreement.
We may give notices to you by posting on the Dealer Portal, or by email, first class mail or facsimile as provided by you in the Registration Form. You must ensure that your contact and account information is current and correct, and promptly notify us in writing of any changes to such information. You will send all notices to us via recognized overnight courier or certified mail, return receipt requested, to: COO, CarWoo, Inc., 1550 Bryant St., Suite 400, San Francisco, California, 94103.
The terms of the Agreement and any dispute relating thereto will be governed by the laws of the State of California, without regard to conflict/choice of law principles. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in the County of San Francisco, California.
- A. By signing or entering your name into our electronic signature service and clicking on the "Click to Sign" or similar button, you create an electronic signature to the Agreement, establishing a valid, legal contract. In doing so, you agree to accept these terms and conditions and any other agreement contained or referenced herein; you also agree that we may supply you a copy of the Agreement in electronic form. Please print or save a copy of the Agreement for your records. You also may choose to receive a copy of the Agreement in non-electronic form at any time by submitting a request to us at the address set forth in Section 11, above.
- B. You may choose to withdraw your consent to receive the Agreement in electronic form. Withdrawing your consent to receive the Agreement in electronic form does not change your existing obligations to us under the Agreement. Instead, withdrawing your consent simply means that you wish to have our relationship with you governed by a non-electronic form of the Agreement. If you wish to withdraw your consent to receive the Agreement in electronic form and to instead enter into a non-electronic form of the Agreement, please send a letter and self-addressed, stamped envelope to the address set forth in Section 11, above. We then will send you a non-electronic form of the Agreement. Your withdrawal of consent will become effective when we mail to you a copy of the non-electronic form of Agreement, at which point our relationship will be governed by the terms of such Agreement. In either instance, the obligations that you incur pursuant to the electronic form of the Agreement, prior to the effective date of the withdrawal of your consent, will remain unchanged until they are fully discharged by you. c. In order to access and retain the electronic Agreement, you must have access to the Internet, either directly or through devices that access Web-based content, and pay any charges associated with such access. In addition, you must use all equipment necessary to make such connection to the Internet (e.g., a computer and modem or other access device). We will notify you of any changes in the hardware or software requirements needed to access and/or retain the Agreement that create a material risk that you will not be able to continue to access and/or retain the electronic Agreement.
The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all agreements, understandings, negotiations, representations, claims, and communications in all forms of media, written and oral, regarding the subject matter contained herein. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s) of the Agreement. No waiver by either you or us of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar effect. Neither you nor we will have any liability under the Agreement by reason of any failure or delay in the performance of your or our obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond as applicable, your or our reasonable control. You and we are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and us. Except as otherwise set forth in the Agreement, the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Neither you nor we may assign, sublicense or transfer the Agreement or any right or duty under the Agreement to another party, in whole or in part, without, as applicable, your or our prior written consent; provided however, either you or we may assign the Agreement without permission in connection with the reorganization, reincorporation, merger or sale of all or substantially all of the assets or stock of you or us. Your or our rights and obligations under the Agreement will bind and inure to the benefit of their permitted successors and assigns. Any assignment, transfer, or attempted assignment or transfer in violation of this Section 8 will be void and of no force or effect. Any rights not expressly granted in the Agreement are reserved by you or us, as applicable, and all implied licenses are disclaimed. Headings of Sections are for convenience only, and are not intended to affect the interpretation or construction of any other provision of the Agreement. As used in the Agreement, the word "including" is a term of enlargement meaning "including without limitation" and does not denote exclusivity, and the words "will," "shall," and "must" are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. All definitions apply both to their singular and plural forms, as the context may require. Upon prior notice, which may be provided by email, we may change the Agreement at any time, and such revised Agreement will supersede and replace the earlier Agreement. Executed counterparts of the Agreement will each be deemed originals, whether exchanged via mail, facsimile, or electronically. Services and obligations to be performed by CarWoo hereunder may be performed by a CarWoo Entity (each of which is bound by confidentiality and non-use provisions substantially similar to those contained herein).
CARWOO DATA SERVICE
A. The CarWoo Data Service (defined below) includes the Dealer Portal that enables you to interact with Customers interested in purchasing a vehicle, including presenting offers on specific inventory and communicating electronically the answers to any questions, any questions you may have and making truthful representations. CarWoo collects customer data and analyzes customer behavior related to the purchase or leasing of new vehicles. CarWoo aggregates this data, analyzes it using its proprietary technology, then provides you with custom analytical and statistical reports based upon and for which we possess pre and post sale data ("CarWoo Data Report"). You can use the CarWoo Data Report to track demand, spot trends, and gauge interest in your inventory. You pay CarWoo the service fee set forth in the signed Service Agreement, as a technology, data, and service provider (i) to use the Dealer Portal, (ii) to collect, store and process information which is ultimately provided to you in the form of CarWoo Data Reports only after you report the sale or lease date that resulted from Customers utilizing a CarWoo-powered website to contact you ("CarWoo Data Service").